FIRST AMENDMENT TO LEASE

Exhibit 10.2

FIRST AMENDMENT TO LEASE

This First Amendment to Lease (“First Amendment”) is made and entered into this 20th day of August, 2015, by and between ROSEVILLE PROPERTIES MANAGEMENT COMPANY, INC., a Minnesota corporation, as agent for COMMERS-KLODT III, a Minnesota general partnership (“Landlord”), and ENTEROMEDICS INC., a Delaware corporation (“Tenant”).

RECITALS

WHEREAS, Landlord and Tenant entered into a certain Commercial Lease, dated October 1, 2008, (“Original Lease”), pertaining to approximately 28,388 square feet of space at the property located at 2800 Patton Road, Roseville, Minnesota 55113 (“Demised Premises”) attached on Exhibit A.

WHEREAS, Landlord and Tenant wish to amend and modify the Lease in order to, among other things, extend the Term of the Lease (and provide Tenant with a renewal option), modify the amount of Base Rent, and provide for repair, replacement and maintenance of HVAC rooftop units which will be passed through to Tenant as outlined in paragraph 9, all of which modifications will be upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

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“38.0 OPTION TO RENEW:

Tenant shall have a one (1) time right to renew the term of this Lease for one (1) period of three (3) years (the “Renewal Term”), subject to the following terms and conditions:

a. Tenant shall not be in default in the performance of any of the terms, covenants, or conditions of this Lease, either at the time of the exercise of the right to renew or at the time of the commencement of the Renewal Term.

b. Base Rent during the Renewal Term shall be the Fair Market Rent (as defined below). Tenant may request from Landlord, not more than two hundred seventy (270) days prior to the expiration of the Extension Term, Landlord’s determination of “Fair Market Rent” (as defined below).

c. For purposes of this Article, “Fair Market Rent” means the annual Base Rent that a tenant would pay to a landlord under a net lease containing other terms and conditions substantially as set forth herein with respect to comparable premises in a comparable building in the general geographic area that the Demised Premises are located where both the landlord and tenant are willing and able to enter into such a lease transaction but neither would be under any compulsion to do so, and taking into account all relevant facts and circumstances concerning the Building, the parties and the relevant market (i.e., rental concessions, leasehold improvement allowances, and brokerage fees). In determining, for purposes of this Article 38.0, Fair Market Rent, Landlord shall give notice to Tenant of its determination of Fair Market Rent, after request by Tenant, within at least ten (10) days subsequent to such request, and such determination shall constitute Landlord’s determination of Fair Market Rent. In the event Tenant disagrees with Landlord’s determination of Fair Market Rent, Fair Market Rent shall be determined by the following methodology:

Both parties shall then have a period of sixty (60) days in which to reach a mutual agreement on Fair Market Rent for the Renewal Term. In the event the parties are unable to reach acceptable terms within this period, then this renewal option shall no longer be of any force or effect.

d. Tenant and Landlord shall agree on terms to renew the term of this Lease at least one hundred twenty (120) days prior to the expiration of the Extension Term. If Tenant fails to notify Landlord within such time and in the manner herein provided or Tenant and Landlord are unable to reach acceptable terms under the timeframes provided, Tenant’s right to renew the term of this Lease beyond the Extension Term shall expire and shall become null, void and of no further force or effect.

e. There shall be no further renewal rights after commencement of the Renewal Term unless agreed upon by the parties as part of these renewal discussions.

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f. The option to renew is not transferrable and shall be “personal” to Tenant and in no event will any assignee or sublessee have any rights to exercise any rights set forth herein unless such assignee or sublessee is a Tenant Affiliate or the result of a merger or acquisition in which case the Tenant is a wholly owned subsidiary.

“a. Tenant’s Right of First Offer is subject to and is conditioned upon (i) the Lease must be in full force and effect; (ii) Tenant shall not be in default herein; (iii) Tenant’s offer to lease the Offer Space must be for a term which is co-terminus with the Term of this Lease (as extended pursuant to the provisions set forth in Section 6 of this First Amendment) and have a remaining term of not less than three (3) years; and (iv) Tenant’s offer to lease the Offer Space must meet such other terms and conditions as are set forth in this Article.”

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[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, the parties have executed this First Amendment to be effective as of the date first written above.

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EXHIBIT A

PREMISES

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Exhibit B

Roseville Properties/C145

Maintenance Inspection Report

2800 Patton Road

Roseville, MN 55113

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Roseville Properties/C145

2800 Patton Road

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